U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                           CURRENT REPORT ON FORM 8-K


     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): February 21, 2002

                           Commission File No. 0-22524

                         MENDOCINO BREWING COMPANY, INC.
        (Exact name of small business issuer as specified in its charter)

                                   California
         (State or other jurisdiction of incorporation or organization)

                                   68-0318293
                      (IRS Employer Identification Number)


                             13351 South Highway 101
                               Hopland, California
                    (Address of principal executive offices)

                                      95449
                                   (Zip Code)


Registrant's telephone number, including area code: (707) 744-1015


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Item 5. Other Events

     Resolution of Proposed Delisting Action

     The Company's common stock is currently listed for trading with the Pacific
Exchange,  Inc.  (the  "Pacific  Exchange").  On February  4, 2002,  the Company
received  notice from PCX Equities,  Inc., a subsidiary of the Pacific  Exchange
("PCXE")  that the  Company's  common stock may be subject to the  initiation of
delisting   proceedings.   The   determination   was  based  on  the   Company's
non-compliance with the PCXE requirement that the Company maintain a minimum bid
price of $1.00 per share.  As of March 8, 2002,  the bid price of the  Company's
common stock was $0.50 per share.

     The notice  from PCXE stated  that PCXE would  conduct a formal  meeting on
Tuesday,  March 5, 2002, to review the Company's  listing status and any actions
taken by the Company to address the share bid price deficiency.  The Company was
invited  to  submit  written  information  to PCXE  explaining  why the  Company
believes  its common stock  should not be  delisted.  On February 21, 2002,  the
members of the Company's Board of Directors  unanimously  resolved to present to
PCXE, for consideration at the meeting,  a proposal to undertake a reverse stock
split with respect to the Company's common stock.

     The proposal provides that the Board of Directors will request  shareholder
approval at the Company's  Annual Meeting of Shareholders  scheduled for May 20,
2002, to effect a  one-for-three  reverse  split of its Common Stock,  to become
effective as soon as practicable  following shareholder approval of this action.
The reverse  stock split  would be carried out by means of an  amendment  to the
Company's Articles of Incorporation,  which requires  shareholder approval under
California  law.  Once this  proposal  has received  the  necessary  shareholder
approval,  the Company will file the amended Articles of Incorporation  with the
California  Secretary  of State.  The  proposed  reverse  stock  split  would be
effective  immediately  upon the  Secretary  of State's  receipt of the  amended
Articles of Incorporation.

     After the proposed  reverse stock split has become  effective,  the Company
anticipates  that the per share bid price of the common stock should increase to
approximately  three  times the  then-current  trading  price for the  Company's
stock, which would be well above the $1.00 minimum bid price required by PCXE.

     The Company's proposal to PCXE also states that the Company's management is
currently in discussions  with an independent  professional  investor  relations
company  regarding its  engagement to assist the Company in the promotion of its
common stock, to current shareholders as well as to potential new investors, and
to  provide  the  Company  with  introductions  to  prospective  market  makers.
Management hopes that,  combined with the increase in the per share value of the
Company's  common  stock  caused by the  proposed  reverse  stock  split,  these
increased  promotional efforts, and the active involvement of one or more market
makers,  will increase levels of trading,  providing  additional support for the
Company's post-split share bid price.


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     In a letter to the Company dated March 6, 2002, PCXE stated that based upon
the information contained in the Company's proposal to PCXE, PCXE had determined
to provide the Company with a forty-five day extended  compliance period for the
completion of specific milestones relevant to remediation of the Company's share
bid price  deficiency.  The Company  will submit a written  report to PCXE on or
before  April 17, 2001 in order to update PCXE on the status of (i) the approval
of the reverse stock split by the Company's Board of Directors,  (ii) the filing
of the Company's  preliminary  proxy  statement with the Securities and Exchange
Commission (the "SEC"), and (iii) the engagement of an independent  professional
investor  relations  company.  Provided  that  the  Company  has  satisfactorily
completed  those  milestones,  PCXE  should  continue  to extend  the  Company's
compliance  period  until  such  time as the  Company's  Annual  Meeting  of the
Shareholders has been held and the reverse stock split has been effected.

     If, at its  Tuesday,  April 23, 2002  meeting PCXE decides that the Company
has not met its obligations with regard to its completion of the milestones,  it
is likely that the Company's  common stock will be suspended from trading before
the opening of business on Wednesday,  April 24, 2002. The Company will have the
right to apply, within five (5) days, to the PCXE Board Appeals Committee for an
appeal hearing.

     If no appeal is requested,  all trading in the Company's  common stock will
remain  suspended until the SEC strikes the Company's  common stock from listing
on the  Pacific  Exchange.  If the Company  requests  an appeal,  trading in the
Company's  common  stock will  remain  suspended  until the PCXE  Board  Appeals
Committee  comes to a final  decision on whether to delist the Company's  common
stock. If the Board Appeals Committee determines that the Company's common stock
should not be delisted,  the  suspension  will be lifted.  However,  if the PCXE
Board  Appeals  Committee  upholds the initial  decision to delist the Company's
stock, then the suspension will remain in effect until the SEC strikes the stock
from listing on the Pacific Exchange.



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                                   SIGNATURES


     Pursuant to the  requirements  on the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                             MENDOCINO BREWING COMPANY, INC.
                                                      (Registrant)


Date:  March 8, 2002                     By: /s/ N. Mahadevan
                                             -------------------------------
                                                 N. Mahadevan, Secretary and
                                                 Chief Financial Officer


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